Marginal note:References to Canadian International Development Agency

197. Unless the context requires otherwise, every reference to the Canadian International Development Agency in any provision of an Act of Parliament is, with any grammatical adaptations, to be read as a reference to the Department of Foreign Affairs, Trade and Development.

Marginal note:Replacement of “Minister responsible for the Canadian International Development Agency”

198. In paragraph 110.1(8)(e) of the Income Tax Act, “Minister responsible for the Canadian International Development Agency” is replaced by “Minister of Foreign Affairs”.

Repeal

Marginal note:Repeal of R.S., c. E-22; 1995, c. 5, s. 2

199. The Department of Foreign Affairs and International Trade Act is repealed.

Division 13Ridley Terminals Inc.

Reorganization and Divestiture

Marginal note:Definitions

• 200. (1) The following definitions apply in this Division.

  “assets”

  « actifs »

  “assets” includes

  • (a) in relation to an entity, the securities of any other entity held by, on behalf of or in trust for the entity; and

  • (b) incorporeal property.

  “Minister”

  « ministre »

  “Minister” means the Minister of Transport.

  “security”

  « titre »

  “security” means

  • (a) in relation to a corporation, a share of any class or series of shares or a debt obligation of the corporation, and includes any conversion or exchange privilege, option or other right to acquire a share or debt obligation of the corporation; and

  • (b) in relation to any other entity, any ownership interest in or debt obligation of the entity, and includes any conversion or exchange privilege, option or other right to acquire an ownership interest or debt obligation of the entity.

• Marginal note:Interpretation

  (2) In this Division, “corporation”, “share” and “wholly-owned subsidiary” have the same meaning as in subsection 83(1) of the Financial Administration Act.

• Marginal note:Interpretation

  (3) Unless a contrary intention appears, words and expressions used in this Division have the same meaning as in the Canada Business Corporations Act.

• Marginal note:Inconsistency

  (4) In the event of any inconsistency between this Division and the Canada Business Corporations Act or anything issued, made or established under that Act, this Division prevails to the extent of the inconsistency.

• Marginal note:Operation of Competition Act

  (5) Nothing in, or done under the authority of, this Division affects the operation of the Competition Act in respect of the acquisition of any interest or right in an entity.

• Marginal note:Section 53.1 of Canada Transportation Act

  (6) Section 53.1 of the Canada Transportation Act does not apply to a transaction proposed to be taken under this Division.

Marginal note:Purpose

201. The purpose of this Division is to authorize measures for the reorganization and divestiture of all or any part of Ridley Terminals Inc.’s business, which will allow the Government of Canada to pursue its objective of obtaining the best value for the business from a buyer who will operate the business on a long-term and sustainable basis and with open access to its services.

Marginal note:Authority to sell shares, etc.

202. The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

• (a) sell or otherwise dispose of some or all of the securities of Ridley Terminals Inc.;

• (b) procure an addition to, or other material change in, the objects or purposes for which Ridley Terminals Inc. is incorporated or the restrictions on the businesses or activities that it may carry on, as set out in its articles;

• (c) procure the amalgamation of Ridley Terminals Inc.; and

• (d) procure the dissolution of Ridley Terminals Inc.

Marginal note:Authority with respect to entities

• 203. (1) The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

  • (a) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation;

  • (b) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity;

  • (c) acquire securities of a corporation that, on acquisition, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation; and

  • (d) acquire securities of any other entity that, on acquisition, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity.

• Marginal note:Part X of Financial Administration Act

  (2) The Governor in Council may, by order, declare that any provision of Part X of the Financial Administration Act does not apply to a corporation referred to in paragraph (1)(a).

Marginal note:Additional powers

204. The Minister may do anything or cause anything to be done that is necessary for, or incidental to, a measure taken under section 202 or subsection 203(1).

Marginal note:Authority

• 205. (1) Ridley Terminals Inc., any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b) or any wholly-owned subsidiary or wholly-owned entity of Ridley Terminals Inc., the corporation or the other entity may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

  • (a) sell or otherwise dispose of some or all of its assets;

  • (b) sell or otherwise dispose of some or all of its liabilities;

  • (c) issue securities and sell or otherwise dispose of some or all of those securities;

  • (d) reorganize its capital structure;

  • (e) acquire assets of a corporation or of any other entity;

  • (f) procure an addition to, or other material change in, the objects or purposes for which it is incorporated or formed or the restrictions on the businesses or activities that it may carry on, as set out in its articles or constituting documents;

  • (g) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for it;

  • (h) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for it;

  • (i) acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for it;

  • (j) sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for it;

  • (k) procure its amalgamation or the amalgamation of any of its wholly-owned subsidiaries;

  • (l) procure its dissolution or the dissolution of any of its wholly-owned subsidiaries; and

  • (m) do anything that is necessary for, or incidental to, a measure taken under any of paragraphs (a) to (l).

• Marginal note:Additional powers

  (2) The Governor in Council may, on the recommendation of the Minister and on any terms that the Governor in Council considers appropriate, direct Ridley Terminals Inc. or any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b) to take, or cause any wholly-owned subsidiary or wholly-owned entity of Ridley Terminals Inc., the corporation or the other entity to take, a measure referred to in subsection (1).

• Marginal note:Limitation

  (3) The Governor in Council is not authorized to issue a directive to Ridley Terminals Inc. or any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b)

  • (a) after some or all of its securities are sold or otherwise disposed of; or

  • (b) with respect to any of its wholly-owned subsidiaries or wholly-owned entities, after some or all of the wholly-owned subsidiaries or wholly-owned entities’ securities are sold or otherwise disposed of.

• Marginal note:Compliance with directive

  (4) The directors of Ridley Terminals Inc. or of the corporation, or persons acting in a similar capacity with respect to the other entity, must comply with a directive issued by the Governor in Council. Compliance with that issued directive is in the best interests of Ridley Terminals Inc., the corporation or the other entity, as the case may be.

• Marginal note:Notification of implementation

  (5) As soon as feasible after implementing a directive and completing any actions that are required to be taken in connection with that implementation, Ridley Terminals Inc., the corporation or the other entity, as the case may be, must notify the Minister that it has done so.